|Purchase of Supremus Group LLC's (Supremus)
HIPAA Security Policy Templates Suite (Suite) contained
in the Suite requires entities to accept a license
agreement which defines the rights of the entities to
use the purchased item(s).
Purchasers representing organizations containing
"RELATED LEGAL ENTITIES" as defined below must purchase a
separate license for each related legal entity that will
use, apply or customize the HIPAA Security Policy Template
Suite for its use. Purchasers representing SEPARATE LEGAL
ENTITIES also must purchase a separate license for each
legal entity that will use, apply or customize the HIPAA
Security Policy Template Suite for its use.
The agreement to purchase the full HIPAA Security Policy
Templates Suite provides for a non-exclusive perpetual
license to use the Suite within the organization's stated
related legal entities, including copying and/or modifying
the Templates within the Suite as desired, for internal use
only. "Related legal entities" means entities that share any
governing board members or an executive director or are
owned or partially owned by the same individual or
individuals, or by related individuals.
Please read the following statements and in the blank(s)
provided, indicate the name of each legal entity bound by
this purchase agreement.
This HIPAA Security Policy Templates Suite License
Agreement (Agreement) is made by and between Supremus Group,
LLC. (Supremus), an Iowa corporation, and you (Licensee),
for the HIPAA Security Policy Templates Suite provided in
the form of editable electronic Microsoft Word files. By
using the HIPAA Security Policy Templates Suite, you agree
to be bound to the terms of this license agreement.
WHEREAS, The Health Insurance Portability and
Accountability Act of 1996 (HIPAA) places rules and
regulations on health care providers; and
WHEREAS, Licensee has determined that it needs assistance
in developing policies to meet HIPAA requirements; and
WHEREAS, Supremus has developed various documents and
materials designed to assist in the development of policies
and procedures respecting HIPAA. NOW THEREFORE, in
consideration of the premises and promises herein, the
parties agree as follows:
Supremus hereby grants and Licensee hereby accepts a
non-exclusive perpetual license (License) to use Supremus'
HIPAA Security Policy Templates Suite including the
documentation. Said license includes the use of the Suite by
the legal entities defined by Licensee upon purchase. The
non-exclusive perpetual license is limited to the entity or
those related entities set forth by Licensee as identified
upon purchase. To the extent that one or more of the
entities set forth in the license agreement purchase or are
purchased by, merge or are merged into, or are otherwise
incorporated into, a legal entity not identified upon
purchase, the latter entity shall not be entitled to the use
of or access to the non-exclusive perpetual license by any
legal entities other than those set forth in the license
agreement or successors to those set forth in the license
This License is granted for the exclusive use of Licensee,
and for purchase of the full Suite only, its Licensed
Entities. Licensee agrees not to provide or otherwise make
available the Suite in any form to any person other than
Licensee employees, or Licensed Entities' employees, without
the prior written consent of Supremus.
The Suite and its
contained Templates and any related promotional and
supportive documentation, and all other information provided
by Supremus to the Licensee, contain trade secrets and other
confidential information of Supremus and its partners, and
may not be used, copied, disclosed or otherwise published by
Licensee or any user or other party except as permitted by
Permission is hereby
given to copy the Suite or portions thereof for modification
by the Licensee or distribution to staff of the Licensed
Entities. Any other copying, either in electronic or paper
form, of the Suite beyond the scope of this Section 2 will
constitute a breach of this Agreement.
Supremus has the right
to license the Suite through this Agreement and shall retain
all such proprietary rights in the Templates.
Licensee will use its
best efforts to limit distribution and use of the Suite to
its Licensed Entities, and shall promptly notify Supremus of
any case in which Licensee is aware of the Suite being made
available to other entities.
In the event of
termination of this contract for breach, Licensee shall
immediately destroy or return to Supremus all copies of the
Suite and any related materials or documentation.
The Suite as delivered
by Supremus will include a copyright statement. Any copies
produced in accord with this section must include the
copyright statement. Modified Templates will contain the
following copyright statement:
"This document contains material copyrighted 2006 by
Supremus Group, LLC. Rights for exclusive use have been
granted to (Licensee) for internal use only."
This Agreement shall be effective on the date listed above
and shall continue in full force and effect in perpetuity,
unless the terms of this Agreement are breached.
Supremus warrants that
it has good title to the Suite and its contained Templates
and the right to license their use to Licensee.
Supremus shall indemnify
and hold Licensee harmless, at its sole cost and expense, of
any claim, suit, or proceeding brought against Licensee
which alleges that the Suite and its contained Templates, as
delivered and as used in accordance with the terms of this
Agreement, infringes any patent, copyright, or similar
proprietary right, and to pay the amount of any judgment or
settlement, provided that Licensee gives Supremus prompt
notice of such claim, suit, or proceeding, and gives
Supremus full information and reasonable assistance in the
defense or settlement. Supremus shall be entitled to direct
such defense and to settle, or otherwise dispose of, such
claim, suit, or proceeding as it sees fit.
stated in this paragraph 4 of this Agreement are in lieu of
all other warranties and conditions with respect to the
goods and services provided hereunder whether such
warranties are expressed or implied, or statutory provided.
THIS SUITE IS PROVIDED "AS IS." SUPREMUS GROUP LLC DOES
NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE
MAY OBTAIN BY USING THE SUITE. SUPREMUS MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY
ANY LIABILITY OF SUPREMUS FOR A DEFECTIVE COPY OF THE
SUITE WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE COPY
OF THE SUITE WITH ANOTHER COPY. IN NO EVENT WILL SUPREMUS OR
ITS PARTNERS BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY FINES, LOST
PROFITS OR LOST SAVINGS, EVEN IF A SUPREMUS REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR
ANY CLAIM BY ANY THIRD PARTY.
Licensee acknowledges that (i) the Administrative
Simplification section of the Health Insurance Portability
and Accountability Act of 1996 (HIPAA) is a completely new
and far reaching statute; (ii) the implementing regulations,
commentary, responses to "frequently asked questions" (FAQs)
and guidance documents comprise hundreds of pages of fine
print; (iii) HIPAA compliance involves more than creating
HIPAA Security Policy, particularly regarding actual
implementation and testing of plan, and continuing education
and evaluating plan periodically regarding HIPAA Security
Supremus Group LLC has exercised due care in reviewing
the federal materials as well as other secondary sources,
but there may be issues that are not addressed in the Suite
or its contained Templates. Supremus provides these
materials for use by the Licensee in its effort to comply
with HIPAA. However, SUPREMUS MAKES NO REPRESENTATION,
WARRANTY OR COVENANT THAT USE OF THE SUITE WILL MAKE
LICENSEE HIPAA COMPLIANT OR WILL OTHERWISE PROTECT LICENSEE
FROM ANY CLAIM OR LIABILITY ARISING UNDER HIPAA. THE SUITE
IS NOT INTENDED TO CONSTITUTE LEGAL ADVICE. IF LICENSEE
REQUIRES LEGAL ADVICE, IT WILL SEEK THE SERVICES OF A
COMPETENT LEGAL PROFESSIONAL.
In the event of a breach of this agreement by either
party, the affected party will notify the breaching party
who has 30 days from notification to rectify.
For a period of twelve months from delivery of the Suite
to Licensee, Supremus may develop enhanced versions of them
and make them available to Licensee. However, Supremus is
not required to create such enhanced versions.
The right of either party to terminate this Agreement
shall not be deemed to be an exclusive remedy and each party
shall be entitled to all legal rights and remedies.
This Agreement and the license and Templates to which it
applies may not be amended, modified, assigned, sublicensed,
or otherwise transferred by Licensee without the prior
written consent of Supremus. No right to print, copy, or
otherwise reproduce the Suite, in whole or in part, is
granted hereby, except as provided in Section 2.
If any of the provisions
of this License Agreement are found by a court of competent
jurisdiction to be invalid, the balance of the provisions
hereunder shall remain in full force and effect.
This License Agreement
shall be governed by the laws of the State of Maryland.
In no event shall either
party be liable to the other for any delay or failure to
perform hereunder, when the delay or failure to perform is
due to acts of God or natural disasters.
The titles to the
various sections of this License Agreement are solely for
convenience and are not part of this License Agreement for
purposes of interpreting the provisions hereof.
This License Agreement
constitutes the entire license agreement between the parties
and supersedes all prior and contemporaneous agreements,
promises, and representations, whether written or oral,
between the parties with respect to a non-exclusive
perpetual license (License) to use Supremus' Suite, the
subject matter hereof. Whenever possible, so as to avoid
conflict with any other writing regarding the license
agreement, but in the event of an unavoidable conflict, the
terms of this License Agreement shall control.
Nothing contained in this Agreement shall be deemed or
construed by the parties or by any other person as to create
a relationship of principal and agent or of partnership,
joint venture, or other association between the parties
Providers may obtain a perpetual license for indefinite
use and customization of the suite within their